UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 8.01. Other Events.
On December 28, 2022, Safe & Green Holdings Corp. (the “Company”) issued a press release announcing that it had publicly released on the Company’s website (www.safeandgreenholdings.com) the Fairness Opinion, dated December 14, 2022, issued by ValueScope, Inc. (“ValueScope”) to the Board of Directors (the “Board”) of the Company related to the proposed spin-off by the Company of thirty percent (30%) of its subsidiary, Safe and Green Development Corporation (formerly SGB Development Corporation). A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
ValueScope’s opinion was addressed to the Company’s Board, was only one of many factors considered by the Board in its evaluation of the proposed spin-off and only addresses the fairness, from a financial point of view, to the Company of the minimum total consideration to be received by the Company’s shareholders for in the proposed spin-off. ValueScope’s opinion does not address the merits of the underlying decision by the Company to engage in the proposed spin-off or related transactions or the relative merits of the proposed spin-off as compared to any other transaction or business strategy in which the Company might engage and is not intended to, and does not, constitute a recommendation to any stockholder as to how such stockholder should act with respect to the spin-off or any other transaction or business strategy in which the Company engage.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are filed with this Current Report on Form 8-K:
| Exhibit Number |
Exhibit Description | |
| 99.1 | Press Release of Safe & Green Holdings Corp., dated December 28, 2022 | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within in the inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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SAFE & GREEN HOLDINGS CORP. | |||
| Dated: December 28, 2022 | By: | /s/ Paul Galvin | |
| Name: | Paul Galvin | ||
| Title: | Chairman and Chief Executive Officer | ||
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